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As filed with the Securities and Exchange Commission on September 27, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
Registration Statement Under The Securities Act of 1933
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HEALTHSOUTH Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware 63-0860407
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
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Two Perimeter Park South, Birmingham, Alabama 35243
(205) 967-7116
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
RICHARD M. SCRUSHY
Chairman of the Board and
Chief Executive Officer
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
(205) 967-7116
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
Copies to:
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J. BROOKE JOHNSTON, JR., ESQ WILLIAM W. HORTON, ESQ. NATHANIEL M. CARTMELL III, ESQ.
BEALL D. GARY, JR., ESQ Group Vice President--Legal Services KAREN A. DEMPSEY, ESQ.
Haskell Slaughter Young & Johnston, HEALTHSOUTH Corporation J. KEITH BIANCAMANO, ESQ.
Professional Association Two Perimeter Park South Pillsbury Madison & Sutro
1200 AmSouth/Harbert Plaza Birmingham, Alabama 35243 Post Office Box 7880
1901 Sixth Avenue North San Francisco, California 94120
Birmingham, Alabama 35203
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Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-62475
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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=============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Security to be Amount to be Offering Price Aggregate Offering Registration
Registered registered (1) Per Share (2) Price (2) Fee
- - - - -------------------------------------------------------------------------------------------------------------
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Common Stock, par value $.01 per share 2,300,000shares $23.4375 $53,906,250 $18,589
=============================================================================================================
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(1) Includes 300,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
September 26, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further Amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by HEALTHSOUTH Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 33-62475) relating
to the offering of up 12,650,000 Shares of Common Stock of the Company filed on
September 8, 1995, as amended by Amendment No. 1 filed on September 26, 1995.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $18,589 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on September 28, 1995); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on September 28, 1995.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts are estimated except the
Securities and Exchange Commission registration fee, the NASD filing fee and the
New York Stock Exchange additional listing fee.
Amount
-------
SEC registration fee............... $18,589
NASD filing fee ................... 5,391
NYSE additional listing fee........ *
Blue Sky fees and expenses ........ *
Accounting fees and expenses ..... *
Legal fees and expenses ........... *
Printing and engraving ............ *
Registrar and transfer agent's
fees .............................. *
Miscellaneous fees and expenses ... *
Total............................. $23,980
________
* These fees are included in and will be part of the expenses listed in Part
II, Item 14 of the Registration Statement on Form S-3 (File No. 33-62475).
Item 15. Indemnification of Directors and Officers
Section 102(b)(7) of the General Corporation Law of the State of Delaware
grants corporations the right to limit or eliminate the personal liability of
their Directors in certain circumstances in accordance with provisions therein
set forth. Article NINTH of HEALTHSOUTH's Restated Certificate of Incorporation
provides for the elimination of personal liability of a Director to the
corporation or its stockholders for monetary damage for the breach of the
Director's fiduciary duty to the full extent allowable under such Section
102(b)(7).
Section 145 of the General Corporation Law of the State of Delaware grants
corporations the right to indemnify their directors, officers, employees and
agents in accordance with the provisions therein set forth. Article VI of
HEALTHSOUTH's Bylaws provides for the indemnification of such persons to the
full extent allowable under applicable law.
HEALTHSOUTH has entered into agreements with all of its Directors and its
executive officers pursuant to which the company has agreed to indemnify such
Directors and executive officers against liability incurred by them by reason of
their services as a Director to the fullest extent allowable under applicable
law.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of the registrant, its directors and officers, and by the
Registrant of the Underwriters and certain related persons, for certain
liabilities arising under the Act and affords certain rights of contribution
with respect thereto.
II-1
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Item 16. Exhibits.
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Exhibit
Number Description of Document
- - - - ----------- ------------------------
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(1)* Form of Underwriting Agreement.
(5) Opinion of Haskell Slaughter Young & Johnston, Professional Association.
(11)* Statement re Computation of Per Share Earnings.
(23)-1 Consent of Ernst & Young LLP.
Consent of Haskell Slaughter Young & Johnston, Professional Association (included in
(23)-2 opinion filed as Exhibit (5)).
(24)* Powers of Attorney.
(27)-1* Financial Data Schedule, year end.
(27)-2* Financial Data Schedule, six months.
</TABLE>
________
* Previously filed in connection with Registration Statement on Form-S-3
(File No. 33-62475).
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on September 27, 1995.
HEALTHSOUTH Corporation
By: /s/ Richard M. Scrushy
-----------------------------
Richard M. Scrushy,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Richard M. Scrushy CHAIRMAN OF THE BOARD September 27, 1995
- - - - -------------------------- and Chief Executive Officer
Richard M. Scrushy and Director
* Executive Vice President and September 27, 1995
- - - - -------------------------- Chief Financial Officer
Aaron Beam, Jr.
* Senior Vice President
- - - - -------------------------- and Controller (Principal
William T. Owens Accounting Officer) September 27, 1995
*
- - - - --------------------------
James P. Bennett Director September 27, 1995
*
- - - - --------------------------
Anthony J. Tanner Director September 27, 1995
*
- - - - --------------------------
P. Daryl Brown Director September 27, 1995
*
- - - - --------------------------
Phillip C. Watkins, M.D. Director September 27, 1995
*
- - - - --------------------------
George H. Strong Director September 27, 1995
*
- - - - --------------------------
C. Sage Givens Director September 27, 1995
II-4
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SIGNATURE TITLE DATE
- - - - ----------------------------- --------------------------------- ---------------------
*
- - - - --------------------------
Charles W. Newhall III Director September 27, 1995
*
- - - - --------------------------
Larry R. House Director September 27, 1995
*
- - - - --------------------------
John S. Chamberlin Director September 27, 1995
*
- - - - --------------------------
Richard F. Celeste Director September 27, 1995
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*By: /s/ Richard M. Scrushy
--------------------------
Richard M. Scrushy,
Attorney-in-Fact
II-4
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
- - - - ------------ ---------------------------------------------------------------------------------------- ---------
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(1)*....... Form of Underwriting Agreement.
(5)........ Opinion of Haskell Slaughter Young & Johnston, Professional Association.
(11)*....... Statement re Computation of Per Share Earnings.
(23)-1 ..... Consent of Ernst & Young LLP.
Consent of Haskell Slaughter Young & Johnston, Professional Association (included in
(23)-2 ..... opinion filed as Exhibit (5)).
(24)*....... Powers of Attorney.
(27)-1*..... Financial Data Schedule, year end.
(27)-2*..... Financial Data Schedule, six months.
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_________
* Previously filed in connection with Registration Statement on Form-S-3
(File No. 33-62475).
<PAGE>
September 27, 1995
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
Re: HEALTHSOUTH Corporation
Registration Statement on Form S-3
(Commission File No. 33-62475)
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a corporation
organized and existing under the laws of the State of Delaware (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3
(Commission File No. 33-62475), of a public offering by the Company of an
aggregate of 11,000,000 shares and, in the event the underwriters exercise their
over-allotment option, up to an additional 1,650,000 shares, of the Company's
authorized Common Stock, par value $.01 per share (the "Common Stock").
We have also served as counsel for the Company in connection with the
registration pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3 filed
today with the Securities and Exchange Commission (the "Registration
Statement"), of a public offering by the Company of an additional 2,000,000
shares and, in the event the underwriters exercise their over-allotment option,
up to a further 300,000 shares (collectively the "Additional Shares") of the
Common Stock.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
the Registration Statement and of such documents, corporate records and other
instruments relating to the incorporation of the Company and to the
authorization and issuance of the Additional Shares as we have deemed necessary
and appropriate.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
<PAGE>
HEALTHSOUTH Corporation
September 27, 1995
Page 2
(1) The Additional Shares have been duly authorized.
(2) Upon issuance, sale and delivery of the Additional Shares as
contemplated in the Registration Statement, the Additional Shares will be
legally issued, fully paid and nonassessable.
Very truly yours,
HASKELL SLAUGHTER YOUNG & JOHNSTON,
Professional Association
By: /s/ Beall D. Gary, Jr.
--------------------------------
Beall D. Gary, Jr.
<PAGE>
Exhibit (23)-1
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33- ) and related Prospectus of HEALTHSOUTH
Corporation for the registration of 2,300,000 shares of its common stock and to
the inclusion therein of our report dated March 1, 1995, except for Notes 2 and
17, as to which the date is June 13, 1995, with respect to the consolidated
financial statements of HEALTHSOUTH Corporation for the periods indicated in the
index to financial statements.
Further, we consent to the incorporation by reference therein of our report
dated July 10, 1995 with respect to the consolidated financial statements of
Rehab Systems Company included in its Current Report on Form 8-K/A, as amended,
dated September 8, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
September 27, 1995
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